HYPE HAUS AUS PTY LTD
ACN 656 067 319 | ABN 69 656 067 319
MASTER SERVICES AGREEMENT
&
TERMS AND CONDITIONS
This document constitutes a legally binding agreement.
By making payment or engaging our services, you agree to these terms.
IMPORTANT NOTICE
This Master Services Agreement and Terms and Conditions (“Agreement”) is a legally binding contract between HYPE HAUS AUS PTY LTD (ACN 656 067 319, ABN 69 656 067 319) (“Hype Haus Aus”, “we”, “us”, “our”) and the client (“Client”, “you”, “your”).
Hype Haus Aus operates under various registered business names and trading styles including (without limitation) Hype Haus, Bizzy Growth Systems, Fluid Visuals, and Shezivo (“Trading Names”). All services are provided by HYPE HAUS AUS PTY LTD. Trading Names are marketing labels only and do not create separate legal entities or alter the parties’ rights or obligations under this Agreement.
Nothing in this Agreement excludes, restricts, or modifies any right or remedy, or any guarantee, warranty, or other term or condition implied or imposed by the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) or any other applicable law that cannot lawfully be excluded or limited.
1. Definitions
In this Agreement, unless the context otherwise requires:
“ACL” means the Australian Consumer Law contained in Schedule 2 of the Competition and Consumer Act 2010 (Cth).
“Agreement” means this Master Services Agreement and Terms and Conditions, as updated from time to time under clause 30.
“Business Day” means a day that is not a Saturday, Sunday, or public holiday in the Australian Capital Territory.
“Client Content” means all content, materials, trademarks, logos, copy, images, video, data, customer lists, account information, and instructions provided by the Client or on the Client’s behalf.
“Confidential Information” means business information, strategies, pricing, systems, passwords, customer data, trade secrets, and any information marked or reasonably understood as confidential, but excludes information that is publicly available through no fault of the receiving party.
“Deliverables” means the final outputs expressly included in the Scope (for example designs, websites, campaigns, systems, photos, videos, copy).
“Fees” means all fees, charges, retainers, subscription fees, deposits, setup fees, and other amounts payable to Hype Haus Aus.
“GST” has the meaning given in A New Tax System (Goods and Services Tax) Act 1999 (Cth).
“Intellectual Property” means all intellectual property rights including copyright, trade marks, patents, designs, trade secrets, know-how, and all other rights of a similar nature, whether registered or unregistered, and any applications for registration of such rights.
“Personal Information” has the meaning given in the Privacy Act 1988 (Cth).
“Scope” means the services, deliverables, inclusions, limits, timelines, and assumptions described in a quote, proposal, statement of work, package description, or invoice.
“Third-Party Platforms” means any external platform or provider we use or interact with, including hosting providers, domain registrars, Meta, Google, email/SMS providers, payment gateways, CRM platforms (including Go High Level), and AI tools.
“Working Files” means any raw files, project files, editable/source files, drafts, templates, systems, workflows, prompts, automation logic, methodologies, and tools used to create Deliverables.
2. Agreement Formation
2.1 This Agreement governs all services supplied by Hype Haus Aus now and in the future, including across all Trading Names.
2.2 A binding agreement is formed when the Client does any of the following:
(a) pays any invoice (in whole or in part);
(b) accepts a quote, proposal, package, or Scope (including by email, message, or electronic acceptance);
(c) instructs Hype Haus Aus to commence work (verbally or in writing); or
(d) accesses, uses, or continues to use any services or Deliverables.
2.3 No handwritten signature is required. Electronic acceptance is valid under the Electronic Transactions Act 1999 (Cth) and the corresponding legislation in each Australian State and Territory.
2.4 This Agreement supersedes all prior discussions, representations, or agreements unless we expressly agree otherwise in writing.
2.5 The Client acknowledges that they have had a reasonable opportunity to review these terms before engaging our services and that they are not relying on any representation not contained in this Agreement.
3. Scope of Services
3.1 We provide professional services including, without limitation:
(a) digital systems, CRM, automation, AI-assisted tools, SMS/email systems, integrations, databases, and related infrastructure;
(b) websites, landing pages, funnels, hosting environments, and related build or maintenance services;
(c) marketing services including strategy, planning, copywriting, creative direction, and campaign execution;
(d) paid advertising services (strategy, setup, management, and optimisation);
(e) social media services (planning, content creation, scheduling, and posting);
(f) email and newsletter services (planning, copy, design, deployment);
(g) customer retention and reactivation services;
(h) branding, identity, and graphic design services;
(i) consulting, training, workshops, intensives, audits, facilitation, and education services;
(j) creative production services including photography, videography, editing, post-production, and AI-assisted creative outputs.
3.2 Services supplied are limited to the Scope purchased, subscribed to, or paid for by the Client. Anything not expressly included in the Scope is out of scope.
3.3 We do not provide legal, financial, accounting, taxation, employment, privacy compliance, or regulatory advice. Any information we provide is general in nature and the Client must obtain independent professional advice where required.
4. Changes, Out-of-Scope Work, and Assumptions
4.1 The Scope is defined by the applicable quote, proposal, statement of work, package description, or invoice. Verbal discussions are not binding unless confirmed in writing.
4.2 Any work not expressly included in the Scope is out of scope and billable at our then-current hourly rate.
4.3 Requests described as “just quickly”, “small tweak”, “while you are in there”, or similar are not included unless they are expressly part of the Scope. Our team is instructed to refer out-of-scope requests for written approval rather than action them immediately.
4.4 Where a Client requests out-of-scope work:
(a) For work estimated at one hour or less, our team may action the request and it will be billed on the next invoice. The Client will be notified of the charge.
(b) For work estimated at more than one hour, Hype Haus Aus will provide a written estimate or confirmation of the applicable rate before commencing. Work will not proceed until the Client provides written approval (which may be by email or message).
4.5 Where services depend on Client approvals, content, access, or decisions, timelines are estimates only. Delays caused by the Client may extend delivery dates and do not constitute breach by Hype Haus Aus.
5. Fees, Invoicing, and Payment
5.1 All Fees are as quoted or invoiced and are exclusive of GST unless expressly stated otherwise. Where GST is payable on a supply made under this Agreement, the Client must pay to Hype Haus Aus an additional amount equal to the GST on that supply.
5.2 Unless otherwise stated, invoices are payable within 4 Business Days of issue and become overdue after 5 Business Days.
5.3 Preferred payment method is direct bank transfer as per invoice details. Clients outside Australia must pay via direct bank transfer or credit card. Hype Haus Aus does not accept PayPal and will not cover international transaction fees.
5.4 For non-hourly projects, a 50% non-refundable deposit is required before work commences, with the balance billed at the halfway point or as otherwise stated in the Scope.
5.5 Hourly projects may require a deposit of $250 AUD or 50% of the estimated total cost prior to commencement.
5.6 Monthly subscription payments are required for specified services. Unpaid subscriptions will result in immediate suspension of services until payment is received.
5.7 Credit packs are valid for 6 months from the date of purchase and unused hours do not carry over beyond this period.
5.8 Deposits, setup fees, onboarding fees, and subscription fees are non-refundable except where required by the ACL.
5.9 We may require payment upfront before commencing work or releasing Deliverables.
5.10 If any invoice remains unpaid for more than 15 days, we may charge interest at 5% per month (applied monthly) or the maximum rate permitted by law (whichever is lower), plus reasonable administration costs.
5.11 The Client must pay all reasonable costs incurred by us in recovering unpaid amounts, including legal fees and collection agency fees.
5.12 We may suspend services for non-payment without liability. Suspension does not pause billing or payment obligations for services already provided.
5.13 The Client must not initiate a chargeback or payment reversal for services rendered. Any chargeback without reasonable cause constitutes a material breach and the Client must reimburse all recovery costs.
5.14 Projects delayed by the Client for more than 30 days may be billed for work completed to date. Projects overdue by 30 days or more will be placed “On Hold” until payment, including applicable late fees, is received.
5.15 Hype Haus Aus will issue a valid tax invoice for all taxable supplies.
6. Hourly Work and Time-Based Services
6.1 Where services are provided on an hourly, time-based, retainer, or out-of-scope basis, the Client agrees to pay our standard hourly rates as notified or invoiced.
6.2 Billable time may include (without limitation) planning, meetings, calls, emails, revisions, troubleshooting, implementation, research, administration, coordination, travel time where applicable, and work reasonably required to deliver services.
6.3 Time is tracked in quarter-hour (0.25) increments. Invoicing constitutes evidence of time spent and charges incurred, unless the Client disputes an invoice in writing within 7 days of issue with reasonable detail.
7. Estimates, Quotes, and Pricing Assumptions
7.1 All estimates, quotes, and proposals are valid for 30 days from the date of issue unless otherwise stated in writing.
7.2 Estimates are based on the information, brief, deliverables, and assumptions provided by the Client at the time of quoting.
7.3 Any variation to the agreed scope, deliverables, inclusions, timelines, or technical requirements may result in a revised estimate or additional charges.
7.4 Unless expressly stated as a Fixed Fee Agreement in writing, all estimates are indicative only and do not constitute a capped, guaranteed, or final project price.
7.5 Additional costs may arise due to, but are not limited to: scope expansion or additional deliverables; additional revisions beyond those included; Client delays or rescheduling; platform or software limitations; technical complexities or integrations; licensing upgrades or usage extensions; and third-party costs or supplier requirements.
7.6 Where work exceeds the original estimate, additional charges will apply at our standard hourly or project rates.
7.7 We will make reasonable efforts to notify the Client where costs are likely to materially exceed the estimate. However, approval is not required where additional work is necessary to complete agreed deliverables or rectify issues arising from Client instructions or third-party requirements.
7.8 Printing, production, media spend, platform fees, software subscriptions, licensing, stock assets, travel, accommodation, hosting, and third-party supplier costs are estimated separately and require separate payment arrangements unless expressly included in writing.
8. Third-Party Procurement and Management Fees
8.1 Where Hype Haus Aus engages, coordinates, manages, or procures third-party suppliers on behalf of the Client, a procurement and management fee may apply.
8.2 Third-party suppliers may include photographic studios, videographers, editors, models, talent, stylists, printers, developers, media buyers, hosting and software providers, and any external vendor required to deliver project outcomes.
8.3 Procurement and management fees cover time spent sourcing, briefing, negotiating, coordinating, booking, scheduling, overseeing, and liaising with third-party suppliers.
8.4 Unless otherwise agreed in writing, a management fee of up to 15% may be applied to third-party supplier costs.
8.5 Third-party costs are payable in advance unless otherwise agreed. Hype Haus Aus is not required to commence or confirm bookings until payment is received.
8.6 Hype Haus Aus acts as an intermediary only and does not warrant or guarantee the performance, timelines, quality, or outcomes of third-party suppliers.
8.7 Hype Haus Aus is not liable for third-party delays, cancellations, errors, omissions, or service failures.
8.8 Where third-party cancellation fees, rescheduling fees, or supplier penalties apply, such costs remain payable by the Client.
9. Term, Suspension, and Termination
9.1 Services are provided on a month-to-month basis unless otherwise agreed in writing.
9.2 Either party may terminate ongoing services by providing 30 days’ written notice.
9.3 We may immediately suspend or terminate services if:
(a) an invoice is overdue;
(b) the Client commits a material breach and does not remedy it within 14 days of receiving written notice (where capable of remedy);
(c) the Client instructs us to do anything unlawful, misleading, deceptive, or unethical;
(d) the Client engages in abusive, threatening, or unreasonable conduct; or
(e) the Client becomes insolvent, enters administration, receivership, or liquidation.
9.4 The Client may terminate for cause if Hype Haus Aus commits a material breach and fails to remedy it within 14 days of receiving written notice from the Client (where capable of remedy).
9.5 On termination or suspension:
(a) all outstanding Fees become immediately due and payable;
(b) we may revoke access to systems, files, hosting environments, automation accounts, and related infrastructure;
(c) we are not required to deliver further work until all overdue amounts are paid;
(d) no refunds apply except where required by the ACL.
9.6 Termination does not affect rights accrued before termination, including payment obligations and intellectual property protections.
10. Client Responsibilities, Approvals, and Cooperation
10.1 The Client must provide accurate information, timely feedback, approvals, and access credentials necessary for us to perform services.
10.2 The Client warrants that all Client Content and instructions are lawful and do not infringe any third-party rights.
10.3 The Client agrees to designate a main point of contact, ensure clear communication, and keep their team informed to support our services effectively.
10.4 Approvals may be express or implied. Without limiting this, approval may be implied where the Client:
(a) instructs us to proceed to the next stage;
(b) publishes, uses, or shares Deliverables; or
(c) continues to request changes based on an approved direction.
10.5 Where Hype Haus Aus requires Client feedback, approval, content, access, or a decision to continue work, and the Client fails to respond:
(a) Hype Haus Aus will send an initial written request (by email or message) clearly stating what is required and that non-response may result in deemed approval or project suspension.
(b) If no response is received within 5 Business Days, Hype Haus Aus will send a follow-up reminder.
(c) If no response is received within 10 Business Days of the original request, Hype Haus Aus may, at its discretion:
treat the most recent version of the relevant Deliverable or direction as approved and proceed accordingly; or
place the project on hold.
10.6 Where a project is placed on hold due to Client non-response:
(a) Hype Haus Aus will notify the Client in writing that the project has been placed on hold.
(b) All work completed to date remains billable and payable.
(c) Hype Haus Aus is under no obligation to hold resources, timelines, or availability for the Client during the hold period.
(d) If the project remains on hold for 30 consecutive days, Hype Haus Aus may issue a final invoice for all work completed and close the project.
(e) If the Client wishes to recommence a closed project, it will be treated as a new engagement and may be subject to a new Scope, revised Fees, and scheduling based on current availability.
10.7 The Client acknowledges that Hype Haus Aus operates on scheduled project timelines and that Client delays or non-response may result in the Client’s project being deprioritised to accommodate other committed work.
10.8 For services that operate on a recurring schedule or fixed dates (including but not limited to social media management, content scheduling, photography sessions, videography sessions, and campaign launches):
(a) The Client must provide all required content, approvals, access, and direction by the deadline communicated by Hype Haus Aus. If no specific deadline is communicated, content and approvals must be provided no later than 3 Business Days before the scheduled activity.
(b) If the Client fails to provide required content or approvals by the deadline, Hype Haus Aus may, at its discretion:
proceed using the best available content and direction without further approval;
skip or reschedule the affected deliverable (for example, skip a scheduled post or postpone a content day); or
substitute previously approved content or a placeholder where appropriate.
(c) Skipped or missed deliverables due to Client non-response are not carried over, credited, or refunded. The Client remains liable for the full Fees for that period.
(d) Where a photography, videography, or production session is confirmed and the Client fails to attend, cancels with less than 2 Business Days notice, or fails to provide necessary access, talent, locations, or materials, the full session fee remains payable.
(e) Where ongoing scheduled services are affected by repeated Client non-response (3 or more missed deadlines in any 60-day period), Hype Haus Aus may treat this as a material breach under clause 9.3 and may suspend or terminate the affected services.
10.9 The Client agrees to attend scheduled meetings and calls prepared and on time, and to promptly act on the interest generated by Hype Haus Aus to maximise outcomes.
11. Business Hours, Rush, and After-Hours Work
11.1 Services are generally provided Monday to Friday, 9:00 am to 5:00 pm AEST/AEDT (Australian Capital Territory).
11.2 Hype Haus Aus observes major Australian public holidays and closes for a two-week period over the Christmas and New Year break.
11.3 We are not obliged to meet urgent deadlines or provide after-hours services.
11.4 A “Rush Fee” may apply for work requested on short notice. This applies to projects requiring a faster-than-standard turnaround, and fees will depend on urgency, scope, and complexity. The Client’s consent will be obtained before any rush work begins.
11.5 An “After-Hours Fee” may apply for work conducted outside regular business hours, including weekends and holidays. This fee will be communicated and agreed upon with the Client in advance.
12. Travel and Expenses
12.1 Where any services require travel (including but not limited to photography, videography, workshops, consulting, training, meetings, or on-site work), the Client agrees to pay the following in addition to Fees:
Travel time at 50% of the applicable hourly rate, or as otherwise quoted in the Scope;
Mileage at the ATO cents-per-kilometre rate current at the time of travel;
Parking, tolls, and public transport costs;
Accommodation and meals where an overnight stay is required.
12.2 For travel exceeding 300 km one way, or requiring flights or interstate/international travel, a custom travel quote will be prepared and must be approved by the Client in advance.
12.3 Where we incur third-party costs on the Client’s behalf (for example stock assets, software add-ons, printing, venue hire, equipment hire, or catering), those costs are payable by the Client and may be invoiced in advance.
12.4 Travel expenses will be invoiced with reasonable supporting detail. Receipts will be provided upon request.
13. Right of Refusal and Acceptable Use
13.1 We may refuse, remove, or discontinue services that are unlawful, misleading, deceptive, unethical, offensive, discriminatory, defamatory, or outside our capacity.
13.2 Refusal does not constitute breach and does not entitle the Client to a refund except where required by the ACL.
13.3 The Client must not request services for illegal activity, spam, harassment, or any activity that breaches platform policies or applicable law.
14. Service-Specific Terms
14.1 Systems, Websites, and Marketing Infrastructure
(a) Services may include CRM, automation, integrations, websites, funnels, landing pages, and related marketing systems.
(b) Unless expressly included in the Scope, ongoing monitoring, optimisation, posting, moderation, maintenance, security hardening, performance tuning, or compliance tasks are excluded.
(c) The Client is responsible for maintaining current subscriptions for Third-Party Platforms unless we expressly agree otherwise.
(d) We do not guarantee uptime, speed, security, or performance of Third-Party Platforms.
(e) Hype Haus Aus will perform final testing and provide handover documentation. Website maintenance after launch is not included unless part of a support package.
(f) A 30-day post-launch support period is included to address minor issues. Major updates or revisions after launch will be billed separately.
(g) Hype Haus Aus will assist with setting up hosting and domains but is not responsible for ongoing hosting fees or domain renewals.
14.2 Hosting, Platform, and Managed Infrastructure Services
(a) Hype Haus Aus may provide or facilitate hosting, CRM infrastructure, system environments, managed platform accounts, or related services as part of or as an add-on to the Scope. These may include (without limitation) website hosting, email hosting, server management, Go High Level (GHL) sub-accounts, DNS management, domain management, cloud storage, and other managed platforms. Hosting may be provided via third-party infrastructure providers (such as cloud server providers) managed by Hype Haus Aus on the Client’s behalf.
(b) The Client acknowledges that hosting and platform services rely on Third-Party Platforms and third-party infrastructure. Hype Haus Aus does not own or operate the underlying servers, networks, or platforms.
(c) We are not liable for outages, account suspensions or bans, policy changes, pricing changes, integration failures, data loss, deliverability issues, security incidents, or other failures attributable to Third-Party Platforms or beyond our reasonable control.
(d) Unless otherwise agreed, hosting and platform services remain billable while active, regardless of usage.
(e) Hype Haus Aus may change the underlying hosting provider or platform where reasonably necessary (for example for performance, security, or cost reasons), provided the change does not materially reduce the service.
(f) On termination or non-payment, we may revoke access to hosted systems, environments, and managed accounts. Where feasible, we may provide a reasonable handover or migration at our standard rates once all outstanding Fees are paid.
(g) The Client is responsible for maintaining their own backups of any data, content, or configurations stored within hosted environments, unless backup services are expressly included in the Scope.
14.3 Digital Marketing and Advertising Services
(a) Hype Haus Aus offers advertising services as part of digital marketing efforts, including campaign strategy, ad creation, and placement across digital platforms (e.g., Google Ads, Meta, LinkedIn).
(b) Ad spend is separate from service fees and is solely the Client’s responsibility. We do not front ad spend unless expressly agreed in writing.
(c) We do not guarantee ad approval, reach, lead volume, sales, conversions, or ROI. Campaign performance can vary based on external factors including market conditions, competition, and platform algorithms.
(d) The Client is responsible for ensuring claims made in ads are accurate and lawful (including under the ACL and the Australian Association of National Advertisers Code of Ethics).
(e) All advertising materials, including ad copy, visuals, and targeting criteria, must be approved by the Client prior to launch. If the Client fails to provide timely feedback, Hype Haus Aus may proceed as scheduled or delay until approval is obtained.
(f) Hype Haus Aus provides access to analytics and performance data through its dashboard tools. It is the Client’s responsibility to review and interpret data for broader business insights.
14.4 Social Media Management Services
(a) Social media services may include planning, content creation, scheduling, and posting as set out in the Scope.
(b) Unless expressly included, services exclude inbox management, comment moderation, community management, influencer engagement, paid ads management, and crisis management.
(c) Platform outages, account restrictions, or algorithm changes are not our responsibility.
(d) Hype Haus Aus does not guarantee specific follower growth, engagement rates, reach, or any particular organic performance outcomes.
14.5 Email and Newsletter Services
(a) Email services may include planning, copy, design, and deployment.
(b) Deliverability is not guaranteed. Factors including list quality, domain reputation, platform policies, and spam filtering are outside our control.
(c) The Client warrants they have appropriate consent and permissions to contact recipients and will comply with the Spam Act 2003 (Cth), the Privacy Act 1988 (Cth), and any applicable privacy obligations.
(d) The Client remains responsible for list ownership and the lawfulness of messages sent.
14.6 AI-Assisted Tools and Services
(a) Hype Haus Aus may use AI-assisted tools (including within Hype Hub) to enhance marketing, content creation, and customer engagement.
(b) AI outputs may vary and may not always align perfectly with business goals. The Client acknowledges that AI-generated outputs are subject to platform rules and third-party rights.
(c) The Client is responsible for reviewing all AI-generated content for accuracy, legality, and suitability before use or publication.
(d) Hype Haus Aus is not liable for errors, unintended consequences, platform rejection, takedowns, or business outcomes resulting from AI-generated content, suggestions, or automated responses.
14.7 Consulting, Training, Workshops, and Education
(a) Consulting, training, workshops, and education services are professional services delivered based on information available at the time.
(b) Outcomes depend on the Client’s implementation and external factors. No guarantees are made.
(c) Workshop materials, frameworks, worksheets, and methodologies remain our intellectual property unless expressly transferred.
14.8 Branding and Graphic Design Services
(a) Branding and design services are subjective and creative in nature.
(b) Approval of any stage (concept, direction, draft, or final) constitutes acceptance of that work.
(c) We do not guarantee commercial success, audience reception, or performance outcomes.
(d) Clients are responsible for providing all written and visual content unless otherwise arranged. Hype Haus Aus can provide copywriting, photography, videography, and design services at additional cost.
15. Revisions
15.1 The number of revisions included is as specified in the Scope. Most projects include two revisions unless otherwise stated.
15.2 Additional revisions beyond those included in the Scope are billable at our then-current hourly rate, or as otherwise quoted in the Scope.
15.3 Each “revision” includes one set of consolidated feedback from the Client and corresponding actions by Hype Haus Aus.
15.4 A change of mind, new direction, or new brief after approval constitutes a change request and may require a new Scope and additional Fees.
16. Intellectual Property, Licensing, and Portfolio Use
16.1 All intellectual property rights in Deliverables and Working Files remain with Hype Haus Aus until all Fees are paid in full.
16.2 Upon full payment, the Client receives a non-exclusive, non-transferable licence to use the final Deliverables for the intended purposes described in the Scope.
16.3 Unless expressly agreed in writing, the Client does not receive ownership of Working Files, raw files, templates, automation logic, prompts, methodologies, or editable/source files.
16.4 The Client must not resell, sublicense, or make Deliverables available to third parties (including agencies) except for the Client’s own business use, unless we agree in writing.
16.5 We may display completed work (including excerpts) for portfolio, promotion, awards, and editorial purposes, unless the Client requests confidentiality in writing before project commencement.
17. Photography, Videography, and Production Licensing
17.1 Copyright in all raw footage, RAW imagery, and production assets remains with Hype Haus Aus unless a copyright buyout is expressly purchased in writing.
17.2 Upon full payment, the Client is granted a Standard Commercial Licence for final delivered assets as follows.
17.3 Standard Commercial Licence (Included). Permitted use includes: website, organic social media, organic marketing, email marketing, brochures and flyers, PR/editorial features, and internal business use.
17.4 Standard Commercial Licence excludes (unless separately licensed): paid advertising at scale, billboards/outdoor media, packaging, national campaigns, franchise-wide use, and third-party resale or sublicensing.
17.5 Extended Commercial Licence (Paid Upgrade). Where assets are used in paid advertising or scaled distribution (including paid social, Google Ads, sponsored posts, digital billboards, or large-reach campaigns), an Extended Commercial Licence is required. Licensing may be charged per asset or as a campaign bundle as quoted.
17.6 Exclusive / Category Licence (Optional). The Client may purchase exclusivity preventing us from licensing the same assets to competitors within an agreed industry and geographic scope.
17.7 Copyright Buyout Licence (Optional). The Client may purchase a copyright buyout (full transfer). Buyout terms and fees must be agreed in writing. Unless agreed otherwise, we may retain limited portfolio usage rights.
17.8 Raw files and project assets (including unused footage, RAW files, project timelines, and working edits) are not included unless expressly purchased.
17.9 Licensing duration is perpetual for the permitted use category unless a time-limited licence is agreed in writing.
18. Confidentiality
18.1 Each party must keep Confidential Information confidential and must not disclose it except as permitted by this Agreement.
18.2 Disclosure is permitted to employees, contractors, or suppliers who need to know it to perform services, provided they are bound by equivalent confidentiality obligations.
18.3 Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party before disclosure; (c) is independently developed by the receiving party; or (d) is required to be disclosed by law, regulation, or court order.
18.4 Confidentiality obligations survive termination for a period of 3 years from the date of termination.
19. Privacy and Data Protection
19.1 We handle Personal Information in accordance with the Privacy Act 1988 (Cth), the Australian Privacy Principles, and any applicable State or Territory privacy legislation, to the extent that these apply to us and the services.
19.2 The Client warrants that they have obtained all necessary consents and permissions to provide customer or personal data to us and to send communications (including SMS/email) as part of the services.
19.3 The Client remains solely responsible for compliance with privacy obligations and marketing laws (including the Spam Act 2003 (Cth)) relevant to their business and audience.
19.4 Where Hype Haus Aus handles Personal Information on behalf of the Client, it does so as a service provider and not as a principal collector. The Client is and remains the entity primarily responsible for compliance with applicable privacy law.
19.5 Hype Haus Aus will take reasonable steps to protect Personal Information from misuse, interference, loss, unauthorised access, modification, or disclosure.
19.6 In the event of a data breach that is likely to result in serious harm to affected individuals, Hype Haus Aus will notify the Client as soon as practicable to enable the Client to comply with its obligations under Part IIIC of the Privacy Act 1988 (Cth) (Notifiable Data Breaches scheme).
20. Communication
20.1 Preferred communication is via email. Scheduled phone calls or meetings are available upon request.
20.2 Simple questions may be answered by text; more complex requests may require calls or meetings.
20.3 Project requests must be submitted by email or online form. Extensive requests may require a scheduled call.
20.4 All relevant information must be provided to ensure timely project progress.
21. Subcontractors and Third Parties
21.1 We may engage subcontractors to deliver services (for example photographers, editors, developers). We remain responsible for our subcontractors’ performance of services to the extent required by law.
21.2 Third-Party Platforms and third-party services are not controlled by us and are subject to their own terms and policies.
22. No Guarantees
22.1 To the extent permitted by law, all services are provided on an “as is” and “as available” basis. We do not warrant that services, systems, or marketing activities will be uninterrupted, error-free, or achieve any particular commercial outcome.
22.2 Without limiting the service-specific terms in clause 14, we are not responsible for the availability, performance, policy changes, or conduct of any Third-Party Platform.
23. Data Loss, Security, and Backups
23.1 While we take reasonable care, the Client acknowledges inherent risks in digital services including data loss, corruption, outages, hacking, malware, and unauthorised access.
23.2 We are not liable for data loss, corruption, or security incidents beyond our reasonable control.
23.3 The Client is responsible for maintaining independent backups of critical data unless we expressly agree in writing to provide backups as a paid service.
24. Limitation of Liability
24.1 Nothing in this Agreement excludes or limits liability that cannot be excluded or limited under the ACL or other applicable law, including the consumer guarantees under the ACL.
24.2 To the extent permitted by law, we exclude liability for indirect or consequential loss including loss of profit, loss of revenue, loss of goodwill, loss of data, loss of anticipated savings, or loss of business opportunity.
24.3 To the extent permitted by law, our total aggregate liability arising out of or in connection with the services is limited to the Fees paid by the Client for the specific services giving rise to the claim in the 12 months preceding the claim.
24.4 Where permitted, and at our election, our liability for breach of a consumer guarantee that cannot be excluded under the ACL is limited to (at our option): (a) resupplying the services; or (b) paying the cost of having the services resupplied.
24.5 The limitations in this clause apply to the maximum extent permitted by law and apply regardless of whether liability arises in contract, tort (including negligence), statute, or otherwise.
25. Indemnity
25.1 The Client indemnifies Hype Haus Aus and its directors, officers, employees, and contractors against any claim, loss, damage, liability, cost, or expense (including reasonable legal fees) arising from or in connection with:
(a) Client Content, including any allegation of infringement of intellectual property rights;
(b) the Client’s breach of any law (including privacy, Spam Act, ACL, or advertising laws);
(c) instructions provided by the Client that are inaccurate, misleading, or unlawful;
(d) the Client’s use, publication, or distribution of Deliverables; and
(e) any claim made by a third party relating to the Client’s products or services.
25.2 This indemnity is proportionate and does not require the Client to indemnify Hype Haus Aus for losses caused by Hype Haus Aus’s own negligence or wilful misconduct.
26. Independent Contractor and Non-Exclusivity
26.1 The parties are independent contractors. Nothing in this Agreement creates a relationship of employment, partnership, joint venture, or agency.
26.2 Our services are provided on a non-exclusive basis and we may provide services to other clients, including competitors, unless a written exclusivity arrangement is agreed.
27. Non-Solicitation
27.1 The Client must not directly or indirectly solicit, hire, or engage any employee of Hype Haus Aus (or attempt to do so) during the engagement and for 12 months after the end of services, without our prior written consent.
27.2 The Client must not directly solicit or engage any contractor or freelancer introduced to the Client through Hype Haus Aus for the purpose of bypassing Hype Haus Aus’s services, during the engagement and for 6 months after the end of services, without our prior written consent.
27.3 Clause 27.2 does not prevent the Client from independently engaging a contractor or freelancer where that contractor approached the Client directly and the engagement is unrelated to services provided by Hype Haus Aus.
27.4 If the Client breaches clause 27.1, the Client agrees to pay a reasonable placement fee calculated as follows:
(a) 30% of the relevant person’s annualised remuneration (including superannuation); or
(b) where annualised remuneration is not readily ascertainable, a minimum of $15,000 AUD (adjusted annually in line with CPI).
27.5 If the Client breaches clause 27.2, the Client agrees to pay a fee equal to the average monthly Fees paid by the Client to Hype Haus Aus over the preceding 6 months, multiplied by 3, as a genuine pre-estimate of lost revenue.
27.6 The parties agree that the amounts in clauses 27.4 and 27.5 represent a genuine pre-estimate of loss and are not a penalty.
28. Force Majeure
28.1 Neither party is liable for delays or failure to perform obligations caused by events beyond its reasonable control, including but not limited to: natural disasters, pandemics, epidemics, government restrictions, war, terrorism, civil unrest, power outages, internet failures, equipment failure, supplier failures, or industrial disputes (“Force Majeure Event”).
28.2 Where a Force Majeure Event occurs, the affected party will notify the other party as soon as reasonably practicable and will use reasonable endeavours to mitigate the impact of the event.
28.3 If a Force Majeure Event continues for more than 60 consecutive days, either party may terminate the affected services by giving 14 days’ written notice.
29. Dispute Resolution
29.1 If a dispute arises, the parties will first attempt to resolve it in good faith through informal negotiations within 14 days.
29.2 If unresolved within 14 days, either party may refer the dispute to mediation administered by an accredited mediator agreed upon by the parties, or in the absence of agreement, appointed by the Resolution Institute (or its successor). Mediation will occur in the Australian Capital Territory unless otherwise agreed.
29.3 The costs of mediation will be shared equally between the parties.
29.4 A party may commence court proceedings only after attempting mediation in good faith, except where urgent injunctive or interlocutory relief is required.
30. Governing Law and Jurisdiction
30.1 This Agreement is governed by and construed in accordance with the laws of the Australian Capital Territory, Australia.
30.2 The parties submit to the non-exclusive jurisdiction of the courts of the Australian Capital Territory and any courts entitled to hear appeals from those courts.
30.3 For international Clients, this Agreement is still governed by the laws of the Australian Capital Territory. Any disputes shall be resolved in accordance with clause 29 (Dispute Resolution) and this clause 30. The Client irrevocably submits to the jurisdiction of the courts specified in clause 30.2.
31. Updates to This Agreement
31.1 We may update this Agreement from time to time. Updated terms will be published on our website at hypehaus.com.au/terms and will state the “Last Updated” date.
31.2 We will notify existing Clients of any material changes by email to the Client’s nominated email address at least 14 days before the changes take effect.
31.3 A material change includes any amendment that: increases Fees or introduces new fees; reduces the Client’s rights or entitlements; shortens timeframes for the Client to act; changes dispute resolution, governing law, or liability provisions; or materially alters the scope or nature of services.
31.4 For ongoing subscriptions or retainer services, if the Client does not agree to a material change, the Client may terminate the affected services under clause 9 by giving written notice within 14 days of the change taking effect. The Client will not be penalised for terminating on this basis.
31.5 Non-material changes (such as clarifications, formatting updates, or corrections that do not alter the substance of the Agreement) take effect on the date published.
31.6 For fixed-scope projects, the terms in effect at the time the Scope was accepted apply for the duration of that project, regardless of any subsequent updates to this Agreement.
32. Goods and Services Tax (GST)
32.1 Unless expressly stated otherwise, all amounts in this Agreement are exclusive of GST.
32.2 If GST is payable on a taxable supply made under this Agreement, the Client must pay an additional amount equal to the GST payable on that supply at the same time as the consideration for the supply is payable.
32.3 Hype Haus Aus will issue a valid tax invoice as required by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
32.4 All prices quoted to international Clients are exclusive of any foreign taxes, duties, or imposts. The Client is responsible for any applicable taxes in their jurisdiction.
33. Australian Consumer Law — Consumer Guarantees
33.1 Our services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, the Client is entitled to cancel the service contract and obtain a refund for any unconsumed portion, or to compensation for the reduced value of the services supplied. For minor failures, the Client is entitled to have the problem rectified in a reasonable time. If this is not done, the Client is entitled to cancel the contract and obtain a refund for any unconsumed portion.
33.2 Nothing in this Agreement is intended to limit or override the Client’s rights under the consumer guarantees contained in Part 3-2, Division 1 of the ACL.
33.3 To the extent any provision of this Agreement is inconsistent with a consumer guarantee under the ACL, the ACL prevails.
34. General
34.1 Severability: If any provision of this Agreement is found to be invalid, void, or unenforceable by a court of competent jurisdiction, that provision is severed to the extent of the invalidity and the remainder of this Agreement continues in full force and effect.
34.2 Entire Agreement: This Agreement and the applicable Scope constitute the entire agreement between the parties regarding the services and supersedes all prior negotiations, representations, and agreements.
34.3 No Waiver: A failure or delay by a party to exercise any right or remedy under this Agreement does not constitute a waiver of that right or remedy.
34.4 Assignment: The Client must not assign or transfer this Agreement or any rights under it without our prior written consent. We may assign this Agreement to a related body corporate (as defined in the Corporations Act 2001 (Cth)) or to a purchaser of all or substantially all of our business.
34.5 Notices: Notices must be in writing and may be sent by email to the most recent email address nominated by the receiving party. A notice sent by email is deemed received when the email enters the recipient’s email server.
34.6 Survival: Clauses intended to survive termination (including fees, intellectual property, confidentiality, privacy, limitations of liability, indemnity, non-solicitation, and dispute resolution) survive termination.
34.7 Currency: All monetary amounts in this Agreement are in Australian Dollars (AUD) unless expressly stated otherwise.
34.8 Interpretation: Headings are for convenience only and do not affect interpretation. A reference to “including” means “including, but not limited to”. A reference to legislation includes any amendment, replacement, or subordinate legislation.
34.9 Counterparts: This Agreement may be executed in counterparts, each of which is deemed an original.
Schedule A — Summary of Key Terms
For the Client’s convenience, the following is a plain-language summary of key terms. In the event of any inconsistency between this schedule and the main body of the Agreement, the main body prevails.